The Chronicles of SpiderMan
by saw2097
Summary: Spider-Man has lost everything in one horrible night when he is trapped by a conspiracy of his arch-enemy Osborn.  Now he must find a new life with the X-Men and save the world.
1. Chapter 1

**All right this story was inspired by Rider Paladin. NO I AM NOT STEALING YOUR IDEA. I'M BORROWING SOME OF THE BASE IDEAS. Like that Osborn is the main villain and Super Soldier thing. This story is also inspired by the Ultimate Comics. It was also inspired by the mainstream comics. Now let me make this clear nothing has happened to Spiderman unless I say it has. Spiderman has not fought any super villains in this universe unless I say so. I am taking ideas from everywhere. You will see what I mean. The X-Men however will match their television series counter parts. The X-Men Evolution series is the back-story for the X-Men. This story takes place a couple of years after Apocalypse's defeat. Spiderman is 18 at the moment and is in College. I intend to have a several year gap in the story. So the X-Men are in College when the main story gets going. I do not own X-men Evolution or Spiderman.**

**Chapter 1: The Beginning**

**-Unknown-**

There was blood everywhere and quite a bit of it was his. Peter Parker also known as the vigilante Spider-Man struggled to get back on his fight.

He tried to ignore the pain from his injuries.

He needed to get out of this building quickly; the fire had damaged the structural integrity of the building and it could collapse at any second.

He finally got back on his feet only to collapse onto his knees; he started coughing from the fumes.

However despite his injuries and the smoke he pushed himself up onto his feet again. He had to escape; he couldn't die now, not now. Not after everything that had happened, not after everything he had sacrificed, not after everything he ever fought for. Now he couldn't give up.

He had to survive this no matter what; too many people were waiting for him to come home.

**-New York, Spider-Man's POV-**

5 Years Earlier

There was nothing like web swinging around the city after a long day of College. He enjoyed college but everyone needed to stretch their legs after sitting in a seat for several hours; well in his case his arms and legs.

Regardless of the technicalities he needed to stretch and web swinging was the cure. It was a beautiful day and it was peaceful. There hadn't been any serious criminal activity lately.

However nothing lasts forever; all of the sudden he heard police sirens. He looked toward the disturbance to see several police cars and a SWAT team heading down the road. He quickly swung over to see what was going on.

The cars were heading towards a bank; this narrowed Spider-Man's list of ideas of what was going on quite a bit.

When he saw what was going on he rolled his eyes; standing inside the bank was a man wearing a black outfit with metal rings on it and a ring on his forehead; it was the Ringer. The Ringer was nothing more than a thief that had a device that shot out rings that would retract once they were on something or someone.

Once upon a time the Ringer had been a threat to him; but he had improved as a fighter quite a bit since then.

Things were very different now.

The Ringer was attempting to rob another bank in broad daylight. The guy was inside of the bank holding several people hostage. The police had surrounded the bank and clearly were waiting for hostage negotiators to arrive which could take hours in New York.

Spiderman climbed into the bank through a window; he needed to disarm Ringer without giving the Ringer a chance to use one of the hostages against him. He crawled onto the ceiling and slowly and silently moved over the Ringer.

The Ringer didn't notice him he was too busy gloating over the situation since from his point of view he was in control of the situation, "The police have five minutes to move away from the bank or they will need a few body bags," the Ringer gloated.

"Or just a stretcher to carry you out," Peter replied as he dropped from the ceiling directly on top of the Ringer's head.

"WHAT THE …?" the Ringer was unconscious before he fully realized Spider-Man was there with his head slamming into the floor.

"Too easy," Peter muttered. He quickly webbed up the Ringer and grabbed his camera that he had set when he snuck in.

He escorted the hostages out of the bank with the Ringer in tow only for the Police to turn their guns onto him.

"Get on the ground and put your hands on your head you freak," one of them commanded.

Spider-Man sighed, "Nothing ever changes does it," he muttered.

He dropped the Ringer then back flipped onto the bank's wall and before the Police's fingers could even squeeze the trigger he took off and swung away on a web line.

He swung through the city continuing his patrol only for him to see a billboard with his face on it along with the words MASKED MURDERING MENACE. Peter sighed, Jameson's smear campaign was worse than ever; Jameson blamed every little thing that was wrong in this city on him. He even blamed the actions of criminals he stopped on him.

And here he was making a living by selling photos of himself beating up bad guys while wearing full body stockings. Yep he was definitely a first class loser.

At least he was still good at fighting loony tunes with super powers. He thought of the last year of his life; he had fought quite a few super powered beings. He had also had to fight people that had suffered fates that did not make them a criminal but left him with no choice but to fight.

The Lizard, he thought, Dr. Conner's alter ego. Dr. Conner's was a good man that had suffered a horrible fate and the very thought of it filled Peter with guilt; it happened because he had failed. That was the problem with being a super-hero when you fail people die and you have no one to blame but yourself. It was your job to protect them, their dead because you screwed up.

Then he remembered something very very important; he had a date with his girlfriend MJ.

He quickly changed course and went straight towards her house to pick her up. He really hoped she wasn't too mad at him being a little late… again.

-**MJ's Apartment-**

Peter arrived at MJ's apartment just in the nick of time he had changed in a bathroom into his civilian clothing.

He quickly went to the door to greet her; as he lifted up his hand to knock the door opened up and there was a beautiful red haired girl standing on the other side of the door. She had long hair and absolutely flawless features.

It was Mary Jane Watson the girl he loved; she had been there for him so many times he had lost count. Whenever things were at there worst she had done everything in her power to help him.

She helped him more than anyone else could. She was one of three people that knew he was Spider-Man; she was also the only one that was on his side. She had figured it out on her own and eventually told him the truth since then she had helped him through his problems.

"You are just barely in time," she said with a smile, "I was beginning to wonder if you were even going to show up."

"I had to deal with some trouble on the way here."

"It better have been something serious like the Vulture or Kraven the Hunter."

"Actually it was the Ringer."

"Well at least it was semi-serious."

They both laughed at that comment.

However Peter didn't laugh for very long; something had been bugging for quite a while. There was a very simple question running through his head; were are these meta-human criminals like the Looter and the Sandman getting their super-powers from and where are these guys like the Shocker, the Vulture, and the Ringer getting their equipment from?

MJ noticed the worry on Peter's face, "Tiger, you're worried aren't you?"

Peter took a deep breath before answering, "I'm worried about the appearance of all these super-powered criminals, there are very few people capable of doing these kinds of modifications to humans and I know that at least one of them that could be behind this."

"Osborn?"

"Osborn," Peter confirmed.

"What would he have to gain from there being more criminals with super-powers?"

"I am not really sure, but he is the only one who makes any sense. Think about it these super-villains include the Sandman, the Looter, and Freak. Whoever is behind these meta-human criminals would have to have a large amount of money and access to unlimited resources. Norman Osborn has these things."

"Well, don't forget there are other possibilities."

Peter looked at her for a second before asking, "Like whom?"

"Well there is always Doctor Octopus," suggested MJ.

"No," Peter replied, "this isn't his style; he has such an ego that if he were behind this he would be screaming it to everyone in the city with his usual monologue."

"If Ock wants to take over the world why doesn't he just threaten everyone in the city into submission?" she asked.

"He has."

"I meant the threat should be more like this," she cleared her throat and spoke with a deeper and evil voice, "If the world does not surrender to me I will force the world to listen to my evil monologue forever."

Peter burst out laughing at that Doc Ock impersonation.

She always knew exactly how to get him into a good mood. He didn't know what he would do without her.

"Well let's hurry or we will be late for the movie," MJ said while grabbing Peter by the arm and pulling him along.

-**Xavier's Mansion-**

It had been quiet recently; too quiet as far as Logan was concerned. Whenever things got this quiet something horrible always followed.

Life was that way.

Logan was standing in the library alone staring out the window and was deep in thought. It had been 4 years since Apocalypse was defeated.

Things had changed a great deal in four years. X-23 or Laura as she went by now was 16 and living in the Mansion. She attended high school and was getting along with the other X-Men mostly.

She still wouldn't open up; she was always so quiet never uttering more than a sentence in a conversation.

The other students were all in college now; they were growing up and it wouldn't be long before they would get even more students.

Good thing they will have a larger staff for the next generation of students.

"Logan, what has you so worried," said a voice from behind him.

Logan didn't need to turn around to know who it was. The voice was from his old friend Charles Xavier.

"I don't like it when things get quite Charles. Whenever things get this calm it simply means that something really unpleasant is about to happen," as Logan spoke he got the strangest feeling and when he turned and looked at his old friend his fears where confirmed, "You feel it too."

"Yes, Charles confirmed, "I have been getting the strangest feeling of the calm before the storm."

"Charles," Logan said calmly, "if there's something you're not telling us than you're making a huge mistake. Don't forget what happened last time you withheld information from the kids; they will find out and its better that they find out from you rather than the hard way."

"No Logan," Xavier replied, "I will not make the same mistake twice. If I knew what was causing this strange since of foreboding, believe me I would tell everyone."

"I better get the kids into the Danger Room; if there is something coming then we need to be ready," said Logan and he turned around and left to do exactly that.

**-Scott's POV-**

It was a beautiful day and the events of the day had been just as wonderful or at least until Jean started staring off into the distance as if she was waiting for something.

They were relaxing in a room alone together while helping each other study for College. But Jean seemed unfocused, there was something distracting her.

"Jean, are you all right?" he asked.

"Huh?" she said as she came back to reality, "oh Scott, I'm sorry I was… distracted."

"That's been happening a lot lately," said a concerned Scott, "Is there anything you want to talk about?"

"It's just… that I…," Jean took a deep breath as she tried to get the words out, "I keep getting the feeling something absolutely horrible is about to happen."

**-Oscorp HQ, Norman Osborn POV-**

Soon, it would all begin soon.

He had waited a very long time for this day to come; at long last he would have what he needed to begin his plan. Soon everything he ever wanted or needed would be his.

The man known as Norman Osborn sat in his office at Oscorp HQ staring out the window. He was one of the wealthiest, most powerful men in the world. He had access to endless resources and some of the most brilliant minds on the planet.

The door opened behind he turned to see one of his top scientist Doctor Stromm.

"Sir, all of your men are in position we are ready to begin the operation," said Doctor Stromm.

"Good tell them to begin right away," replied Osborn.

The boy had stood in his way too many times but this time nothing would be able to stop him.

Soon he would change the world. This was the beginning of the end of an era.


	2. Chapter 2

**As I said I'm taking ideas from everywhere so you will see a lot of familiar characters and probably some unfamiliar ones. But I will use them in my own way. WARNING IN THIS STORY CHARACTERS WILL DIE. Don't say I didn't warn you. By the way I want to see reviews. I feel like people hate my story when I don't get reviews. I do not own Spider-Man or X-Men Evolution or any other characters I use that come from Marvel. **

**Chapter 2: Phase One Begins**

**-New York, Peter's POV-**

"You are an incredibly distracted guy," MJ playfully said as they left the theater.

"Huh," was Peter's reply as he realized that he had been lost in thought again.

"You," she said with a playfully accusing voice, "were spacing out on me again Tiger."

"Oh, sorry MJ," Peter apologized, "I've just been… well…"

"Thinking too much again Tiger," she finished in that same playful tone.

"Well yeah," was his reply.

"Tiger, you know you can talk to me about anything right?" MJ asked with concern.

"It's just," Peter took a deep breath before continuing, "I can't stop thinking about Osborn; and thinking about him makes me think about everything that has happened since I got these powers."

"Don't tell me you're still worried about Osborn," MJ's voice was filled with concern.

"It's not just that," he replied, "I keep thinking about all these things that have happened, think about it all these murderers and sociopaths that keep coming and no matter how many I beat new ones keep on coming and I even created some of them."

"Stop right there Peter Parker," she said with a very stern tone, "you cannot blame yourself for the actions of Venom or Carnage; they made their choices; not you."

"But, still my point is that no matter how many of these sociopaths I stop more replace them; it's a battle that I can't win."

"So what you're saying," she said with that stern tone, "is that everything you have ever done was all for nothing?"

"No," he quickly answered but MJ wasn't done yet.

"You save people's lives and you think it was all for nothing!" she looked like she wanted to throttle him, "You are a hero; every life you save matters and don't you ever forget it!"

He looked at her for what seemed like an eternity until he realized that she was once again saving him from himself. Once again he realized just how much he loved her. She always knew how to cheer him up.

"Thank you Mary Jane Watson," was all he could say.

She smiled and said, "Your welcome Peter Parker." She bent forward and kissed him on the lips.

He dropped MJ off at her apartment after their date. He had managed to go the entire date without having to ditch her to stop a crime or super-villain. Those dates never ended well, women hated being ditched. He thought about her as he left the apartment building.

She could do better than him easily; she was so beautiful and very intelligent. She also accepted and supported him as Spider-Man. She was absolutely perfect in every possible way; she had helped him at a time when nobody else could, not even his aunt was able to help him.

She had comforted him when Gwen was murdered; it was one of the most trying times in his life. He had never forgiven himself for failing to save Gwen Stacy, his first real love, when she was murdered by Norman Osborn.

The name made Peter grit his teeth; Osborn was one of the most twisted men he had ever met. He was a killer and a sociopath but very few knew that about him; to the world he was one of the most powerful and most respected men on the planet. He also rivaled Tony Stark when it came to military contracts and influence in politics.

Peter was so deep in thought that he almost walked right into the elevator. He pressed the button and waited for the elevator to come up; that's when it happened. What happened next was like the domino effect. He heard a gunshot; his heart froze when he realized that the sound had come from behind him.

As he ran down the hall he saw that people were poking their heads out of their rooms trying to find out what was going on. He quickly shoved them out of his way and ignored their protests. He finally reached MJ's room, only to have his worst fear confirmed. Mary Jane Watson was dead; she had been shot in the head. She was alone in the room her murderer had already escaped. He bent over and put his hands on each side of her face. Peter felt the tears streaking down his face as he cradled her head in his lap.

This couldn't be happening, not again. That was all that went through his head as he held her. Why did the people he loved keep dying? Why was someone always taking away the people he loved?  
>That's when it hit him; Osborn. "OSBORN!" he screamed in rage and slamming his fists down cracking the floor. He got up and looked around the room and then noticed that there was glass on the floor. She had been shot by a sniper bullet, which confirmed it, Osborn was the only person that knew his identity, had access to professional assassins, and had a reason to kill MJ. Osborn was twisted and once again he had found a way to ruin his life.<p>

Then something occurred to Peter, if Osborn was targeting his loved ones again then his aunt was in danger.

He ran out of the room and headed straight for the stair case. He wouldn't be able to get to his aunt's house on foot before it was too late. He quickly ran to the roof of the building and changed on the roof into his costume and then took off to Queens as fast as he possibly could.

As he swung throughout the city he wondered why did these things keep happening; why was he always losing the people he loved?

**-Xavier's School, X-23 POV-**

This was too easy, Laura thought as she cut through the holographic enemies in the Danger Room. One of the enemies was about to jump her from behind but Cyclops blasted it before she turned around. She quickly jump up and kicked another enemy on the head. Logan had dragged every X-Man down to the Danger Room and put them through various different scenarios, the current one involved a full invasion of Bayville by an army of mutant terrorists. This had to be the tenth scenario they had done today. She had to wonder why; Logan had always pushed them but he was pushing them harder than ever.

She was not complaining; she spent most of her time in the Danger Room anyway. When she wasn't in here she was outside doing exercises and when she wasn't doing that she was studying. When she wasn't doing any of those things that meant that she was either sleeping, eating, or at school.

She didn't spend much time on anything else. She didn't really know what else she could do; she had been raised doing nothing but training to become a better killer. Now she was training to become a better protector of life.

She had learned more about the other X-Men by observing them; she also had come to view them as friends. She was still a very private person; she didn't sit their talking without stop like Kitty Pryde.

She ran forward and stabbed another enemy with her claws, then decapitated the enemy with the blade on her foot. She had to admit the adamantium that coated her entire skeleton was really useful; even though it was painful to have put on.

She was about to cut down another enemy when Nightcrawler appeared right above him and dropped him with a kick to the head. Nightcrawler was a strange one despite the way people reacted to his appearance he maintained a friendly disposition. From what she knew of how people normally react to a situation, most people would be angry and bitter. She never understood how Nightcrawler was so friendly.

Laura Logan continued to cut through the holograms until all of the enemies were down.

"All right," Cyclops announced to the X-Men, "we have successfully cleared the area of all terrorists; good job everyone, I think we are ready for the next exercise."

"Another one," Nightcrawler moaned, "we've been through ten simulations in one day and we are going to do more."

"That's right elf," Logan said from the observation room, "you get to do more simulations; things have gotten quiet and you all cannot get soft, you never know what is right around the corner."

"You sound worried Logan is there something you're not telling us," asked Jean.

"Eh, the Professor thinks that we may have problems in the near future and wants to be ready," Logan answered in his gruff voice.

"So what's the next simulation Logan," Scott asked.

"The next simulation is going to be an invasion of Washington D.C. by Sentinels so get ready for a tough one," Logan announced.

There were groans coming from several of the younger X-Men.

When the simulation started the room quickly changed to resemble Washington D.C. Up ahead at the simulation of the White House stood three towering robots with humanoid faces.

The X-Men prepared to attack the giant robots only for everything to go terribly wrong.

The Danger Room simulation shut down and the lights quickly followed; she heard sounds from all around when the power went out.

Cyclops immediately tried to contact Logan, "Logan we've lost power is this part of the scenario? Logan please respond."

It took Cyclops a second to realize what this all meant, "Everyone get ready the mansion is being invaded," he declared.

"But who would want to attack us now, asked Shadowcat.

"We still have enemies; just because Magneto and his crew have disappeared doesn't mean we can drop our guard," Cyclops answered, "Jean try to contact the Professor."

Laura wasn't sure what to make of Jean and Scott's relationship. They always seemed to know how to cheer each other up when one of them felt gloomy. She had never understood how that worked.

"I can't reach him for some reason Scott; something's wrong," was Jean's reply.

"All right then, we'll have to find out what's going on the old fashioned way, with our eyes," said Scott Summers.

Laura knew that Cyclops was a natural leader and trusted his judgment so when he gave his next orders she followed them without question. Cyclops said, "Everyone get up against the wall I'm going to blast the roof."

Everyone followed his order and he blasted the roof open. The light from the sun quickly lightened up the room.

Cyclops turned and quickly blasted the door open then said, "Listen up, we have intruders in the mansion that we don't know anything about so I want everyone to stick together; we are going to start by trying to find the Professor and find out who the intruders are."

As they left the Danger Room Laura smelled various different people in the mansion and they were not anyone she was familiar with. As they continued down the hallway she heard various footsteps and not all of them came from the team.

Cyclops took the lead and they all followed him as they continued to the Professor's Office. The light from the windows was all they needed in order to see.

As they continued down the hallway Laura listed off in her head anyone who might have a reason and the resources to do this. Magneto was crossed off immediately; he had disappeared along with his team; except for Colossus who had joined the X-Men. The Brotherhood of Mutants was another no they didn't have the resources or for the most part the brains to do something like this. There was Bolivar Trask but he was in jail.

Her train of thoughts were interrupted by the sound of very heavy feet coming towards them. She looked towards the source of the sound and saw a group of men wearing heavy black gear heading straight towards them. Each of them carried what looked like automatic weapons.

**-Scott's POV-**

When he saw the intruders he quickly gave his orders, "X-Men try to capture one of them and chase the others out; we need to find out what they are doing here."

The intruders raised their weapons preparing to fire but Colossus jumped into the way and deflected the bullets.

Jean lifted some of them off the ground telekinetically and threw them against the wall; only for them to get right up off the ground and continue their attack much to everyone's shock.

Colossus ran forward and punched one of them sending him flying across the room but when the man in black slammed into something the sound was way too heavy for the person to be human.

The X-Men attacked the intruders but the intruders acted very strangely. When Jean removed their weapons and tossed them to the side, the intruders simply tried to engage them in hand to hand combat. It didn't take long for the X-Men to discover the truth about the intruders. When X-23 struck one of the enemies in the arm with her claws the cut revealed a metal body underneath the black clothing. The intruders were all machines of some kind.

When Cyclops saw the exposed metal body of the enemy he quickly informed the others of the truth, "There all machines don't be afraid to destroy them."

Cyclops blasted the nearest ones head off then dropped to the ground in order to dodge the punch from another one. The one that attacked him all the sudden short circuited and collapsed as Shadowcat phased through it.

He turned to see several more but they were destroyed before they could do anything by Boom Boom's bombs. Cyclops smiled, now that they knew what they were fighting the fight had become much easier.

He then saw Jean lift one into the air then toss to the side, she quickly crushed it's insides with her telekinesis, but she left the rest of it mostly intact. With one of them intact they might learn who was responsible for this.

He was so distracted that he didn't notice the one that came up behind him. He saw it at the last moment but before he could attack it, a pair of strong hands ripped its robotic head off. When he saw who it was he breathed a sigh of relief; it was Beast one of the teachers here at the school.

Cyclops then felt a breeze he looked up to see a white haired women in a black leather outfit with a cape floating into the hallway, it was Storm. She quickly blasted several of the robots with lightning. The fight didn't last much longer after that.

Once the fight was over Cyclops examined the entire hallway. There were mechanical limbs everywhere and wires all over the floor. Something about all of this seemed just a little too easy. He turned around and looked at his fellow X-Men; he could tell from the looks on their faces he knew they felt the same way.

"Something is wrong here," he muttered to himself, "something is very wrong here."

"I agree," said a gruff voice from behind him.

Cyclops spun around to see Wolverine standing right behind him. Logan's clothes were torn up and covered in blood.

"I also think," Logan continued, "I know who is behind this."

**-Spider-Man's POV-**

He landed right outside of his house and ran towards the front door. From what he saw there was nothing out of the ordinary. He stopped himself at the last second; he couldn't run in there like this; his Aunt hates Spider-Man.

There was no time however he ran inside and searched the house for his aunt. He eventually found her in the kitchen. She was preparing dinner when he found her; she turned and when she saw him she screamed, "Spider-Man stay back; I don't know who you are but…"

"Aunt May it's me," he said as he took his mask off.

Her eyes went wide with surprise and she asked, "Peter, why are you wearing that dreadful costume, what's going on?"

"Listen Aunt May there are a lot of things I need to…"

BOOM

The fiery explosion formed right there in the kitchen and quickly consumed everything. The shock wave from the explosion sent Peter flying through several walls. He landed in the front yard. He tried to move but his entire body was in pain. He had various second and third degree burns all over his body and several of his bones were broken. He coughed and with each breath and cough he felt pain in his chest and throat.

He tried to open his eyes but they were dry and his entire face was burned along with the rest of his body. He couldn't move a muscle without feeling agony. The pain made getting up impossible. Even his fingers couldn't be moved without him hearing cracking sounds from his burnt skin. He was absolutely sure that the only reason he was still alive was because his skin, muscles, and organs were all tougher than a regular human's are.

The only good thing about pain was that it meant you were still alive.

Despite the pain he was able to open them and look at his house, but after seeing his house he wished he had died in the explosion.

The entire house was in ruins, rubble was scattered all over the neighborhood and the ruin that used to be his house was in flames.

He couldn't move his mouth but his last thoughts before he blacked out were screams of anguish.

**Okay, this was not a cheerful chapter and the fight between the X-Men and the robot soldiers was not very well done. Oh and don't expect too many scenes done from X-23's point of view. I just wanted to make it clear what she thought of recent events. Yes I know this was a tragic chapter and I'm sorry but I did all of this for a reason. It will become clearer in the next chapter. Oh and YES I KNOW MY CHAPTERS ARE SHORT TRUST ME THE NEXT ONES WILL BE MUCH LONGER AND MORE DETAILED.  
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